THE ALLSTATE CORPORATION AND SUBSIDIARIES
SCHEDULE II —
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF OPERATIONS

($ in millions)	Year Ended December 31,

	2012			2011			2010
Revenues
Investment income, less investment expense	$	6		$	16		$	14
Realized capital gains and losses		—			28			(1	)
Other income		10			9			11

		16			53			24
Expenses
Interest expense		372			365			365
Other operating expenses		22			63			22

		394			428			387

Loss from operations before income tax benefit and equity in net income of subsidiaries		(378	)		(375	)		(363	)
Income tax benefit		(137	)		(135	)		(135	)

Loss before equity in net income of subsidiaries		(241	)		(240	)		(228	)
Equity in net income of subsidiaries		2,547			1,027			1,139

Net income		2,306			787			911

Other comprehensive income, after-tax
Changes in:
Unrealized net capital gains and losses		1,434			452			1,911
Unrealized foreign currency translation adjustments		14			(12	)		23
Unrecognized pension and other postretirement benefit cost		(302	)		(239	)		94

Other comprehensive income, after-tax		1,146			201			2,028

Comprehensive income	$	3,452		$	988		$	2,939

THE ALLSTATE CORPORATION AND SUBSIDIARIES
SCHEDULE II (CONTINUED) —
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF FINANCIAL POSITION

($ in millions, except par value data)	December 31,

	2012			2011
Assets
Investments in subsidiaries	$	27,403		$	24,660
Fixed income securities, at fair value (amortized cost $255 and $446)		259			455
Short-term investments, at fair value (amortized cost $133 and $148)		133			148
Cash		4			5
Receivable from subsidiaries		307			264
Other assets		767			595

Total assets	$	28,873		$	26,127

Liabilities
Long-term debt	$	6,012		$	5,850
Pension and other postretirement benefit obligations		1,936			1,571
Deferred compensation		227			219
Dividends payable to shareholders		5			109
Other liabilities		113			80

Total liabilities		8,293			7,829

Shareholders' equity
Preferred stock, $1 par value, 25 million shares authorized, none issued		—			—
Common stock, $.01 par value, 2.0 billion shares authorized and 900 million issued, 479 million and 501 million shares outstanding		9			9
Additional capital paid-in		3,162			3,189
Retained income		33,783			31,909
Deferred ESOP expense		(41	)		(43	)
Treasury stock, at cost (421 million and 399 million shares)		(17,508	)		(16,795	)
Accumulated other comprehensive income:
Unrealized net capital gains and losses		2,834			1,400
Unrealized foreign currency translation adjustments		70			56
Unrealized pension and other postretirement benefit cost		(1,729	)		(1,427	)

Total accumulated other comprehensive income		1,175			29

Total shareholders' equity		20,580			18,298

Total liabilities and equity	$	28,873		$	26,127

THE ALLSTATE CORPORATION AND SUBSIDIARIES
SCHEDULE II (CONTINUED) —
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF CASH FLOWS

($ in millions)	Year Ended December 31,

	2012			2011			2010
Cash flows from operating activities
Net income	$	2,306		$	787		$	911
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in net income of subsidiaries		(2,547	)		(1,027	)		(1,139	)
Dividends received from subsidiaries		1,038			878			1,384
Realized capital gains and losses		—			(28	)		1
Change in other operating assets and liabilities		55			77			102

Net cash provided by operating activities		852			687			1,259

Cash flows from investing activities
Proceeds from sales of investments		92			1,045			217
Investment purchases		—			(653	)		(219	)
Investment collections		100			—			—
Return of capital from subsidiaries		154			27			—
Change in short-term investments, net		15			1,282			(696	)
Acquisition of subsidiary, net		—			(1,009	)		—

Net cash provided by (used in) investing activities		361			692			(698	)

Cash flows from financing activities
Proceeds from issuance of long-term debt		493			—			—
Repayment of long-term debt		(352	)		—			—
Dividends paid to shareholders		(534	)		(435	)		(430	)
Treasury stock purchases		(913	)		(953	)		(152	)
Shares reissued under equity incentive plans, net		85			19			28
Excess tax benefits on share-based payment arrangements		10			(5	)		(7	)
Other		(3	)		—			—

Net cash used in financing activities		(1,214	)		(1,374	)		(561	)

Net (decrease) increase in cash		(1	)		5			—
Cash at beginning of year		5			—			—

Cash at end of year	$	4		$	5		$	—

THE ALLSTATE CORPORATION AND SUBSIDIARIES
SCHEDULE II (CONTINUED) —
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
NOTES TO CONDENSED FINANCIAL INFORMATION

1. General

The financial statements of the Registrant should be read in conjunction with the consolidated financial statements and notes thereto included in Item 8. The long-term debt presented in Note 12 "Capital Structure" are direct obligations of the Registrant, with the exception of the $44 million of synthetic lease obligations as of December, 31, 2012 and 2011, respectively. A majority of the pension and other postretirement benefits plans presented in Note 17 "Benefit Plans" are direct obligations of the Registrant. Effective November 30, 2011, the Registrant became the sponsor of a majority of the pension benefit plans presented in Note 17. Prior to November 30, 2011, a subsidiary of the Registrant was the sponsor of these plans.

2. Supplemental Disclosures of Non-Cash Investing Activity and Cash Flow Information

The Registrant's assumption of the obligations associated with the pension benefit plans previously sponsored by a subsidiary of the Registrant resulted in a non-cash decrease in the Registrant's investment in subsidiaries of $713 million, after-tax in 2011.

The Registrant paid $364 million, $360 million and $360 million of interest on debt in 2012, 2011 and 2010, respectively.